Most often, a Reverse Morris Trust transaction involves publicly traded companies, referred to as Parent and RMT Partner, whereby Parent contributes a to-be-divested business to a new or existing holding company, referred to as Spinco. Parent then distributes all of Spinco’s equity to its stockholders.

The paper provides a comprehensive discussion of Reverse Morris Trust tax requirements, valuation and economics, and corporate/securities law issues, which includes...

This session considered approaches for appropriately and proportionately engaging the Board in the organization's inorganic growth strategy, from acquisitions to minority investments and joint ventures.

Joseph Tedeschi, Head of M&A Legal at Citigroup, Bob Zapata, General Counsel of Corporate Strategy and Development at TIAA, and Frank Jaehnert, Member of the Board of Directors of Briggs, Stratton, Nordson, and Itron, and Member of the Advisory Board of National Material gave consideration to the optimal lines of authority between the Board, special committees, and management throughout the M&A process including…

This paper discusses the growth of federal class actions suits relating to mergers and acquisitions brought by shareholders.  In 2018 federal courts saw 87% of all class action suits, a significant uptick from 2013 when the level was just 32%.

While disclosure-only settlements have arisen as a preferred method of resolving class action suits in federal courts, the authors caution that...

This discussion considered methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and deal structures. 

Lisa Marchese, Head of Corporate Development at American Express and Michael Jones, EVP of Corporate Development and M&A for GE participated in the discussion and shared their views on the potential for improvements in the capital allocation process and the increasing use of...

The authors of this paper discuss five key takeaways that inform M&A practitioners how the Delaware Chancery Court will interpret certain express contractual agreements between M&A parties.

This case serves as a reminder that the Court generally will strictly enforce clear and unambiguous terms of a merger agreement with scarce exceptions.

This discussion looked at acquisitions and investments in innovative companies when the objective is primarily to access enabling capabilities or disruptive business models powered by technology and analytics. 

The participants - Rohit Dave, Head of M&A at WeWork, Arindam Guha, Corporate Development, M&A, Investments and Strategy at IBM, and Lenny El Guindy, Corporate M&A at Deere & Company - considered the unique challenges associated with deals where much of the value is embedded in future growth, algorithms, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams.

By ‘steering’ the company into an allegedly unfair acquisition by a private equity firm that promised to retain him post-acquisition, the target CEO breached his fiduciary duties, found the Delaware Court of Chancery in In re Xura, Inc. Stockholder Litigation.

By denying the target CEO’s motion to dismiss claims that he breached his fiduciary duties, the court provided an instructive case for understanding...

In this interview Publisher William Jefferson Black sits down with Andrew Gratz, Associate General Counsel at LyondellBasell, who manages the legal team that supports the multinational public-company's acquisitions, divestitures and other strategic transactions globally. 

LyondellBasell was formed through a merger in late 2007, followed by a 15-month chapter 11 restructuring.  Today the company has a $30B+ market cap and a position as one of the largest plastics, chemicals and refining companies in the world.

Considering and preparing diversified exit strategies is increasingly pertinent in M&A transactions due to heightened market volatility and other sources of financial uncertainty. Exiting an investment can be fraught with uncertainty, requiring M&A professionals to prepare numerous exit strategies for even the most viable and thriving businesses.

In this paper, the authors suggest practitioners pursue a “dual-track process” when preparing exit strategies. Preparing for both an initial public offering and running a private M&A process, often via an auction, should...

Corporate development and in-house counsel face a range of challenges when deal negotiations or target data is disclosed to the media, investors, customers, or employees. Whether through an intentional or unintentional disclosure, leaks can significantly impact or scuttle a transaction.    

This discussion considered the unique legal, cultural, and strategic issues associated with leaks and the need for overall improvements in M&A security through...

M&A is a tough business, especially when an acquisition target requires a turnaround to reach profitability.

Around 40% of M&A deals require some type of turnaround, whether because of minor problems or other crises, by the buyer to improve the underlying value of the target company. This study analyzes large deals where...

Structuring joint ventures and minority investments entails a difficult balance of interests, finances, and governance between cooperative parties.

To effectively complement a more traditional M&A strategy, these transactions need to create a partnership culture while incorporating appropriate...

Among the broad trends identified in Mercer’s annual research report on people risks in M&A transactions was that, more than ever, the challenge of managing talent — especially in the face of organizational transition — is what most concerns M&A professionals. 

The report identifies practical solutions and strategies organizations are deploying to effectively hedge these risks and drive deal value including...